NATIONAL CITY CORPORATION Underwriting AgreementUnderwriting Agreement • February 4th, 2008 • National City Corp • National commercial banks • New York
National City Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to you, as the underwriter (the “Underwriter”) an aggregate of $1,250,000,000 principal amount of its 4.0 % Convertible Senior Notes due 2011 (the “Firm Securities”), convertible into shares of common stock, par value $4.00 per share (the “Stock”) of the Company and, at the election of the Underwriter, up to an aggregate of $187,500,000 additional principal amount of 4.0 % Convertible Senior Notes (the “Optional Securities”) (the Firm Securities and the Optional Securities that the Underwriter elects to purchase pursuant to Section 2 being collectively called the “Securities”) solely to cover over-allotments, if any, to be issued pursuant to the Senior Indenture, dated as of March 17, 2004, between the Company and The Bank of New York Trust Company, N.A., as the successor to The Bank of New York Trust Company (the “Trustee”), as amended and s
NATIONAL CITY CORPORATION REPLACEMENT CAPITAL COVENANTNational City Corp • February 4th, 2008 • National commercial banks
This REPLACEMENT CAPITAL COVENANT, dated as of January 30, 2008 (this “Replacement Capital Covenant”), by National City Corporation, a Delaware corporation (together with its successors and assigns, the “Corporation”), is in favor of and for the benefit of each Covered Debtholder (as defined below).
500,000 NORMAL APEX NATIONAL CITY PREFERRED CAPITAL TRUST I NATIONAL CITY CORPORATION Supplement to Underwriting AgreementNational City Corp • February 4th, 2008 • National commercial banks • New York
Reference is made to the Underwriting Agreement, dated January 23, 2008 (the “Underwriting Agreement”), between National City Preferred Capital Trust I, a statutory trust created under the laws of the State of Delaware (the “Trust”), National City Corporation, a Delaware corporation (the “Guarantor”), and you (the “Underwriter”), with respect to the 12.000% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities, liquidation amount of $1,000 per security, of the Trust. Capitalized terms are used in this letter (this “Supplemental Agreement”) with the meanings assigned to them in the Underwriting Agreement.
400,000 NORMAL APEX NATIONAL CITY PREFERRED CAPITAL TRUST I NATIONAL CITY CORPORATION Underwriting AgreementNational City Corp • February 4th, 2008 • National commercial banks • New York
National City Preferred Capital Trust I, a statutory trust created under the laws of the State of Delaware (the “Trust”), and National City Corporation, a Delaware corporation (the “Guarantor”), as depositor of the Trust and as Guarantor under the Guarantee referred to herein, propose, subject to the terms and conditions stated herein, to sell to you, as the underwriter (the “Underwriter”), the 12.000% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities, liquidation amount $1,000 per security, of the Trust that are specified in Schedule I (the “Normal APEX”). The Normal APEX consist of (i) 400,000 Normal APEX (the “Firm Normal APEX”) and (ii) and at the election of the Underwriter, up to an additional 60,000 Normal APEX, as provided in Section 2 (the “Optional Normal APEX”). The proceeds of the sale of the Normal APEX and of the common securities of the Trust (the “Trust Common Securities”) to be sold by the Trust to the Guarantor are to be invested in $400,10
NATIONAL CITY CORPORATION 6,000,000 Depositary Shares (Each of Which Represents 1/4,000th Interest in a Share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock) Underwriting AgreementNational City Corp • February 4th, 2008 • National commercial banks • New York
National City Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to you, as the underwriter (the “Underwriter”) the Preferred Shares that are specified in Schedule I (the “Preferred Shares”) and are represented by Depositary Shares (the “Depositary Shares”) deposited against delivery of Depository Receipts (the “Depositary Receipts”) evidencing the Depositary Shares that are to be issued by Wilmington Trust Company as depositary (the “Depositary”) under the Deposit Agreement to be entered into before the First Time of Delivery among the Company, the Depositary and the holders from time to time of the Depositary Receipts issued thereunder (the “Deposit Agreement”). Each Depositary Share represents beneficial ownership of a fraction of a Preferred Share, as specified in Schedule I. The Depositary Shares and the Preferred Shares represented thereby are collectively called the “Securities.” The Depositary Shar
Collateral Agreement among NATIONAL CITY CORPORATION, WILMINGTON TRUST COMPANY, as Collateral Agent, Custodial Agent, Securities Intermediary and Securities Registrar and NATIONAL CITY PREFERRED CAPITAL TRUST I, acting through The Bank of New York...Collateral Agreement • February 4th, 2008 • National City Corp • National commercial banks • New York
This Collateral Agreement, dated as of January 30, 2008, among National City Corporation, a Delaware corporation (the “Company”), Wilmington Trust Company, a Delaware banking corporation, as collateral agent (in such capacity, the “Collateral Agent”), as Custodial Agent (in such capacity, the “Custodial Agent”), as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, the “Securities Intermediary”), and as securities registrar with respect to the Trust Preferred Securities (in such capacity, the “Securities Registrar”), and National City Preferred Capital Trust I, a Delaware statutory trust (the “Issuer Trust”), acting through The Bank of New York Trust Company, N.A., a national banking association organized and existing under the laws of the United States, not in its individual capacity but solely as Property Trustee on behalf of the Issuer Trust (in such capacity, the “Property Trustee”).
